DENVER, December 3, 2018 – MJardin Group, Inc. (“MJardin” or the “Company”) (CSE: MJAR), a leader in cannabis management, today announced the closing of its acquisition of GrowForce Holdings Inc. (“GrowForce”), a vertically integrated international cannabis platform headquartered in Toronto and the release to the Company of the net proceeds of GrowForce’s July 2018 subscription receipt financing.
The transactions were completed after the closing of markets on November 30, 2018. After reflecting those subscription receipts that were redeemed as part of closing, GrowForce raised gross proceeds of $34.7 million of new equity in its July 2018 subscription receipt offering. In connection with the acquisition of GrowForce by the Company, approximately 30 million MJardin common shares were issued or will become issuable upon the exercise of certain previously issued GrowForce options and warrants.
“With the closing of this strategic transaction, MJardin is well positioned to continue to grow our global footprint of managed and owned facilities,” said Rishi Gautam, Chairman and Chief Executive Officer of MJardin Group. “MJardin now has one the largest international footprints of any cannabis provider and we intend to leverage our scale for continued growth both organically and through strategic acquisitions of cannabis assets in the U.S., Canada, Europe, Africa and Latin America.”
Advisors and Counsel
Canaccord Genuity Corp. acted as the financial advisor to MJardin. Stikeman Elliott LLP acted as legal counsel to MJardin.
KES 7 Capital Inc. and Cormark Securities acted as the financial advisors to the board of directors of GrowForce, who also received an updated independent fairness opinion from GMP Securities. WeirFoulds LLP acted as legal counsel to GrowForce.
About MJardin Group
MJardin is a global cannabis management platform with extensive experience in cultivation, processing, distribution and retail. For over 10 years, MJardin has refined cultivation methodologies, developed state of the art facilities and implemented vertical integration for and on behalf of license owners. As a well-capitalized organization, MJardin continues to pursue strategic expansion and M&A opportunities across global legal cannabis markets. MJardin is based in Denver Colorado, with offices in Toronto, Canada and Barcelona, Spain. For more information, please visit www.mjardin.com.
Cory Ziskind, ICR
Capital Markets & Investor Relations
Frank Knuettel II
The CSE has not in any way passed upon the merits of the proposed acquisition, and has neither approved nor disapproved the contents of this news release.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
This news release contains forward-looking information based on current expectations. Statements about, among other things, future developments and the business and operations of MJardin and GrowForce, the growth of or global footprint and our intentions to leverage our scale for continued organic growth and to pursue strategic acquisitions are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Such factors include, but are not limited to: our ability to integrate both companies, our ability to identify and pursue growth, financing and other strategic objectives, and the regulatory and economic environments in the jurisdictions we operate or intend to operate or investment in. Although such statements are based on management’s reasonable assumptions at the date such statements are made, there can be no assurance that the proposed acquisition will occur and that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking information. Accordingly, readers should not place undue reliance on the forward-looking information. MJardin assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by applicable law.